Exhibit
10.24


 


EXCLUSIVE
LICENSE AGREEMENT


 


BETWEEN


 


GEORGE
MASON RESEARCH FOUNDATION, INC.


 


AND


 


Visium
technologies Inc. 


 




    	 



    	 



    

 


Table
of Contents


 


	RECITALS	1
	ARTICLE
    1: DEFINITIONS	1
	ARTICLE
    2: LICENSE GRANT	3
	ARTICLE
    3: LICENSEE DILIGENCE OBLIGATIONS	4
	ARTICLE
    4: ROYALTIES AND PAYMENT TERMS	5
	ARTICLE
    5: REPORTS AND RECORDS	6
	ARTICLE
    6: PATENT PROSECUTION AND MAINTENANCE	7
	ARTICLE
    7: INFRINGEMENT	7
	ARTICLE
    8: INDEMNIFICATION AND INSURANCE	8
	ARTICLE
    9: NO REPRESENTATIONS OR WARRANTIES	9
	ARTICLE
    10: NON-USE OF NAMES	10
	ARTICLE
    11: GENERAL COMPLIANCE WITH LAWS	10
	ARTICLE
    12: TERMINATION	10
	ARTICLE
    13: NOTICES	12
	ARTICLE
    14: CONFIDENTIALITY	12
	ARTICLE
    15: DISPUTE RESOLUTION	13
	ARTICLE
    16: MISCELLANEOUS PROVISIONS	13
	APPENDIX
    A – PATENTS RIGHTS	A1
	APPENDIX
    B - ROYALTY REPORT	B1-B3


 




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EXCLUSIVE
LICENSE AGREEMENT


 


This
Agreement, the EFFECTIVE DATE of which is July 20, 2018, is made by and between George Mason Research Foundation, Inc., (“GMRF”)
a Virginia non-profit corporation formed for the benefit of George Mason University (“Mason”) and having an office
at 4400 University Drive, MSN 5G5, Fairfax, Virginia 22030 and Visium Technologies, Inc. (LICENSEE), a Florida Corporation, with
a principal place of business at 401 E. LAS OLAS BOULEVARD, SUITE 1400, FORT LAUDERDALE, FL 33301 .


 


RECITALS


 


WHEREAS,
GMRF has developed or obtained all intellectual property rights, including PATENT RIGHTS, as defined in Article 1; and


 


WHEREAS,
GMRF desires to have the PATENT RIGHTS developed and commercialized to benefit the public and is willing to grant a license hereunder;
and


 


WHEREAS,
LICENSEE has represented to GMRF, to induce GMRF to enter into this Agreement, that LICENSEE shall commit itself to a thorough,
vigorous and diligent program of exploiting the PATENT RIGHTS so that public utilization shall result therefrom; and


 


WHEREAS,
LICENSEE desires to obtain a license under the PATENT RIGHTS upon the terms and conditions hereinafter set forth; and


 


NOW,
THEREFORE, GMRF and LICENSEE hereby agree as follows:


 


ARTICLE
1: DEFINITIONS


 


For
the purposes of this Agreement, the following words and phrases shall have the following meanings:


 


	1.1	“AFFILIATE”
    of LICENSEE means any entity that controls LICENSEE, directly or indirectly, is controlled by LICENSEE or is under common
    control with LICENSEE so long as such Control exists. “Control” means (i) having the actual, present capacity
    to elect or appoint a majority of the directors of such affiliate; (ii) having the power to direct at least forty-nine percent
    (49%) of the voting rights entitled to elect or appoint directors; or (iii) in any country where the local law will not permit
    foreign equity participation of a majority, ownership or control, directly or indirectly, of the maximum percentage of such
    outstanding stock or voting rights permitted by local law.
	 	 
	1.2	“FIELD
    OF USE” shall encompass all field of use of LICENSED PRODUCT(S) or LICENSED PROCESS or LICENSED SERVICE(S).
	 	 
	1.3	“KNOW-HOW”
    licensed herein means information, including but not limited to data, test results, research methodology and published
    matter created by INVENTORS and supplied to the LICENSEE on or before or after the EFFECTIVE DATE of this Agreement. Provided,
    however, that although GMRF may supply additional KNOW-HOW after the EFFECTIVE DATE, GMRF shall have no obligation to do so
    unless specifically and clearly stated in this Agreement.


 




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	1.4	“LICENSEE”
    shall mean LICENSEE and any individual or entity directly or indirectly controlling, controlled by, or under common control
    with, a Party to this Agreement as of the EFFECTIVE DATE and only for so long as said control exists. The control is defined
    as ownership or right to appoint half the board. 
	 	 
	1.5	“LICENSED
    PRODUCT(S)” shall mean any derivative work, product, or service that is covered by or that incorporates or is developed
    or made using LICENSED TECHNOLOGY. 
	 	 
	1.6	“LICENSED
    PROCESS” shall mean any process that is covered by or that incorporates or is developed or made using LICENSED TECHNOLOGY.
	 	 
	1.7	“LICENSED
    SERVICES” shall mean any service that cannot be performed, in whole or in part, without the practice of at least
    one method or process which is COVERED by one or more issued, unexpired claims or pending claims of the PATENT RIGHTS or that
    uses a LICENSED PRODUCT
	 	 
	1.8	“LICENSED
    TECHNOLOGY” shall mean PATENT RIGHTS.
	 	 
	1.9	“NET
    SALES” shall mean the gross amount of monies or cash equivalent or other consideration, which is billed by LICENSEE,
    for LICENSED PRODUCT(S) or LICENSED PROCESS or LICENSED SERVICES less the sum of the following:


 


	 	(a)	discounts
    allowed in amounts customary in the trade;
	 	 	 
	 	(b)	sales,
    tariff duties and/or use taxes directly imposed and with reference to particular sales; 
	 	 	 
	 	(c)	Outbound
    transportation prepaid or allowed; and
	 	 	 
	 	(d)	amounts
    allowed or credited on returns.


 


No
deductions shall be made for commissions paid to individuals whether they are with independent sales agencies or regularly employed
by LICENSEE and on its payroll, or for cost of collections. LICENSED PRODUCT(S) shall be considered “sold” when billed
out or invoiced. For the purposes of calculating NET SALES, transfers to a SUBLICENSEE of LICENSED PRODUCT(S) under this Agreement
for (i) end use (but not resale) by the SUBLICENSEE shall be treated as sales by LICENSEE at list price of LICENSEE, or (ii) resale
by a SUBLICENSEE shall be treated as sales at the list price of the SUBLICENSEE. If a LICENSED PRODUCT(S) or a LICENSED PROCESS
is distributed at a discounted price that is substantially lower than the customary price charged by LICENSEE, or distributed
for non-cash consideration (whether or not at a discount), NET SALES shall be calculated based on the non-discounted amount of
the LICENSED PRODUCT(S) or LICENSED PROCESS charged to an independent third party during the same REPORTING PERIOD or, in the
absence of such sales, on the fair market value of the LICENSED PRODUCT(S) or LICENSED PROCESS. Non-monetary consideration shall
not be accepted by LICENSEE or any SUBLICENSEE for any LICENSED PRODUCT(S) or LICENSED PROCESS without the prior written consent
of GMRF.


 




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	1.10	“PARTIES”,
    in singular or plural usage as required by the context, means LICENSEE, GMRF, or both.
	 	 
	1.11	“PATENT
    RIGHTS” means all inventions, patents, and/or patent applications listed in Appendix A of this Agreement. 
	 	 
	1.12	“REPORTING
    PERIOD” shall begin on the first day of each calendar quarter and end on the last day of second calendar quarter
    (a semi-annual reporting). 
	 	 
	1.13	“SUBLICENSEE”
    shall mean any person or entity authorized by LICENSEE under this Agreement to develop and make for sale or use in the
    TERRITORY, LICENSED PRODUCT(S) or LICENSED SERVICE(S) designed and marketed in a defined FIELD OF USE.
	 	 
	1.14	“SUBLICENSE
    INCOME” shall mean any payments that LICENSEE receives from a SUBLICENSEE in consideration of the sublicense of
    the rights granted to LICENSEE under Article 2.1, including without limitation license fees, milestone payments, license maintenance
    fees, and other payments, including royalties on NET SALES.
	 	 
	1.15	“TERM”
    shall mean the term of this Agreement, which shall commence on the EFFECTIVE DATE and shall remain in effect until the
    last-to-expire patent or copyrighted licensed technology under this agreement. However,
    the TERM shall be renewed every two (02) years from the EFFECTIV E DATE and shall be contingent upon LICENSEE have met all
    diligence obligations and considerations unless earlier terminated in accordance with the provisions of this Agreement. 
	 	 
	1.16	“TERRITORY”
    shall mean worldwide.


 


ARTICLE
2: LICENSE GRANT


 


	2.1	License
    Grants
	 	 
	 	Subject
    to the terms and conditions set forth herein, GMRF hereby grants to LICENSEE and its Affiliates for the TERM a royalty-bearing
    non-exclusive license, with the right to sublicense under the LICENSED TECHNOLOGY to develop, make, have made, use, sell,
    lease, and import LICENSED PRODUCT(S) in the FIELD OF USE in the TERRITORY and to develop and perform LICENSED PROCESSES and
    LICENSED SERVICE(S) in the FIELD OF USE in the TERRITORY to make, have made, use, lease, sell, and import LICENSED PRODUCT(S)
    until the end of the TERM for which the LICENSED TECHNOLOGY is granted unless this Agreement shall be sooner terminated according
    to the terms hereof. 
	 	 
	2.2	Exclusivity
	 	 
	 	After
    the twenty-four (24) months of the EFFECTIVE DATE of the Agreement, GMRF shall grant exclusive license to LICENSEE provided
    LICENSEE has fulfilled all diligence obligation under Article 3 and considerations requirements defined under Article 4 during
    the preceding twenty-four (24) months. The grant of exclusivity to PATENT RIGHTS shall also be subjected to the commitment
    of LICENSEE to forward-looking revenue targets for the TERM of the Agreement. The exclusivity of this Agreement may be subject
    to the United State Government’s right under the provisions of 35 U.S.C. §§200-212 and applicable regulations
    of Chapter 37 of the Code of Federal Regulations, to a non-exclusive, nontransferable, irrevocable paid-up license to practice
    or have practiced the LICENSED TECHNOLOGY for governmental purposes. Any license granted to the LICENSEE in this Agreement
    shall be subject to such right. 


 




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	2.3	Retained
    Rights
	 	 
	 	GMRF
    and Mason have a reserved right to practice LICENSED TECHNOLOGY for research and educational purposes within Mason’s
    mission.
	 	 
	2.4	Sublicenses
	 	 
	 	LICENSEE
    shall have the right to enter into sublicensing agreements for the rights, privileges and licenses granted hereunder provided
    that LICENSEE shall give GMRF sixty (60) days prior written notice thereof before any such license shall become effective.
    No sublicense may be granted without the written consent of GMRF, such consent not to be unreasonably conditioned, delayed
    or withheld. No such sublicense shall relieve LICENSEE of its obligations hereunder and LICENSEE and each such SUBLICENSEE
    shall execute documents to the foregoing effect, a copy of which and any amendments thereto will be furnished to GMRF promptly
    upon execution and delivery. A sublicense must designate GMRF as a third-party beneficiary. Upon any termination of this Agreement,
    all SUBLICENSEE’s rights shall also terminate, subject to Article 12.6 hereof. LICENSEE agrees that any sublicenses
    granted by it shall be subject in all respects to the restrictions, provisions and obligations in this Agreement and shall
    be binding upon the SUBLICENSEE as if it were a party to this Agreement.
	 	 
	2.6	U.S.
    Manufacturing
	 	 
	 	LICENSEE
    agrees that any LICENSED PRODUCTS shall be manufactured substantially in the United States. In such cases when LICENSEE is
    unable to manufacture in United States, LICENSEE shall be responsible for obtaining Certificate of Waiver from federal agency
    as applicable. 




 


ARTICLE
3: LICENSEE DILIGENCE OBLIGATIONS


 


	3.1	Diligence
    Requirements.


 


LICENSEE
shall use diligent efforts to develop LICENSED PRODUCTS or LICENSED PROCESSES and to introduce LICENSED PRODUCTS or LICENSED PROCESSES
or LICENSED SERVICE into the commercial market; thereafter, LICENSEE shall make LICENSED PRODUCTS or LICENSED PROCESSES or LICENSED
SERVICE reasonably available to the public. Specifically, LICENSEE shall fulfill the following obligations:


 


(a)
Within four (4) months after the EFFECTIVE DATE, LICENSEE shall furnish GMRF with a written research and development plan describing
the major tasks to be achieved in order to bring to market a LICENSED PRODUCT or a LICENSED PROCESS or LICENSED SERVICE specifying
the number of staff and other resources to be devoted to such commercialization effort.


 


(b)
Within two (2) months after the end of each calendar year, LICENSEE shall furnish MIT with a written report on the progress of
its efforts during the immediately preceding calendar year to develop and commercialize LICENSED PRODUCTS or LICENSED PROCESSES,
with specific reference to the diligence obligations required under this Article 3.1. The report shall also contain a discussion
of intended efforts and sales projections for the year in which the report is submitted.


 


(c)
Within six (6) months after the EFFECTIVE DATE, LICENSEE shall furnish to GMRF evidence of at least $500,000 in new funds secured
from accredited investors reasonably acceptable to GMRF.


 




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(d)
LICENSEE shall make a first commercial sale of a LICENSED PRODUCT and/or a first commercial performance of a LICENSED PROCESS
or LICENSED SERVICE on or before July 30, 2019.


 


		(e)	LICENSEE
                                         shall make NET SALES according to the



 


	following schedule: 2019	 	$	100,000;	 
	2020 and each year thereafter	 	$	200,000;	 



 


	3.2
    	In
    the event that GMRF determines that LICENSEE (or an AFFILIATE) has failed to fulfill any of its obligations under this Section
    3.1, then GMRF may treat such failure as a material breach in accordance with Section 12.3.


 


ARTICLE
4: ROYALTIES AND PAYMENT TERMS


 


	4.1	Considerations
    for Grant of Rights
	 	 
	4.1.1	Non-Refundable
    License Issue Fee
	 	 
	 	Within
    thirty (30) days after the EFFECTIVE DATE, LICENSEE shall pay to GMRF a nonrefundable License Issue Fee in the sum of twenty
    thousand dollars ($20,000 USD). 
	 	 
	4.1.2
    	Running
    Royalties
	 	 
	 	LICENSEE
    shall pay GMRF a running royalty, greater of five percent (5.0%) of NET SALES or $5000 per quarter made in the calendar years
    2018 and every calendar year thereafter through the TERM. Running royalties shall be payable for each REPORTING PERIOD and
    shall be due to GMRF within sixty (60) days of the end of each REPORTING PERIOD. Royalties shall accrue when LICENSED PRODUCT(s)
    or LICENSED SERVICE is invoiced, or if not invoiced, when delivered to a third party. 
	 	 
	4.1.3	License
    Maintenance Fee
	 	 
	 	LICENSEE
    shall pay to GMRF the following license maintenance fees on the dates set


 


	●		$20,
    000 due at first anniversary from the effective date of this Agreement 
	●		$40,000
    due at second anniversary from the effective date of this Agreement
	●		$60,000
    due at each anniversary staring third year from the effective date of this Agreement if the Agreement is extended for the
    TERM.


 


This
annual license maintenance fee is nonrefundable; however, the license maintenance fee may be credited to running royalties subsequently
due on NET SALES earned during the same calendar year, if any. License maintenance fees paid in excess of running royalties due
in such calendar year shall not be creditable to amounts due for future years.


 


	4.1.4
    	Sharing
    of SUBLICENSE INCOME
	 	 
	 	LICENSEE
    shall pay GMRF a total of Twenty Five percent (25%) of all SUBLICENSE INCOME received by LICENSEE including running royalties
    on NET SALES of LICENSED PRODUCTS from SUBLICENSEES. Such amount shall be paid on each anniversary date to this Agreement.
    LICENSEE shall not receive from SUBLICENSEE(S) anything of value in lieu of cash payments in consideration for any sublicense
    under this Agreement, without the express prior written permission of GMRF.


 




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	4.1.5
    	No
    Multiple Royalties
	 	 
	 	If
    the manufacture, use, lease, or sale of any LICENSED PRODUCT(S) or the performance of any LICENSED PROCESS or LICENSED SERVICE(s)
    is covered by more than one of the LICENSED TECHNOLOGY, multiple royalties shall not be due.
	 	 
	4.2	Method
    of Payment
	 	 
	 	All
    payments under this Agreement should be made payable to “George Mason Research Foundation Inc.” and sent to the
    address identified in Article 13. Each payment should reference the Agreement and identify the obligation under the Agreement
    that the payment satisfies. All the payments are nonrefundable. Failure to make any payments in a timely manner constitutes
    a material breach of this Agreement.
	 	 
	4.3
    	Payments
    in U.S. Dollars
	 	 
	 	All
    payments due under this Agreement shall be payable in United States dollars. Conversion of foreign currency to U.S. dollars
    shall be made at the conversion rate existing in the United States (as reported on Bloomberg.com) on the applicable anniversary
    date. Such payments shall be without deduction of exchange, collection, or other charges, and, specifically, without deduction
    of withholding or similar taxes or other government-imposed fees or taxes, except as permitted in the definition of NET SALES.
	 	 
	4.4	Late
    Payments
	 	 
	 	The
    royalty and other payments set forth in this Agreement shall, if overdue, bear interest, to the extent permitted by law, at
    two percentage points above the Prime Rate of interest as reported in the Wall Street Journal on the date payment is due.
    The payment of such interest shall not prevent GMRF from exercising any other rights it may have as a consequence of the lateness
    of any payment.
	 	 
	ARTICLE
    5: REPORTS AND RECORDS
	 	 
	5.1	Records.
	 	 
	 	LICENSEE
    shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing
    the amounts payable to GMRF. Said books of account shall be kept at LICENSEE’s principal place of business. Said books
    and the supporting data shall be open at all reasonable times by five (5) years following the end of the calendar year to
    which they pertain, to inspection by GMRF or its agents for verifying LICENSEE’s royalty statements or compliance in
    other respects with this Agreement. Should such inspection lead to the discovery of any discrepancy in reporting to GMRF’s
    detriment, LICENSEE shall remit any amount due to GMRF within thirty (30) days of receiving notice thereof from GMRF. GMRF
    may have an independent Certified Public Accountant or auditor review LICENSEE books and records annually.


 




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	5.2	Content
    of Reports and Payments. 
	 	 	 
	 	Before
    the first commercial sale of a LICENSED PRODUCT(S), LICENSEE shall submit the reports due under Article 3.1. Following the
    first commercial sale of the LICENSED PRODUCT(s) and/or LICENSED PROCESS, LICENSEE, within sixty (60) days of the end of the
    REPORTING PERIOD of this Agreement, shall deliver to GMRF true and accurate reports of the business conducted by LICENSEE
    and its SUBLICENSEE(s) during the preceding 120 day period under this Agreement using the format shown in Appendix B. These
    shall include at least the following:
	 	 	 
	 	(a)	number
    of LICENSED PRODUCT(S) sold by LICENSEE and all number of LICENSED PRODUCT(S) used by LICENSEE, in the provision of services
    
	 	 	 
	 	(b)	the
    gross price charged by LICENSEE for each LICENSED PRODUCT(S) and, if applicable, the gross price charged for each LICENSED
    PRODUCT(S) used to provide services; and the gross price charged for each LICENSED PROCESS performed by LICENSEE;
	 	 	 
	 	(c)	calculation
    of NET SALES for the applicable REPORTING PERIOD, including a listing of applicable deductions; 
	 	 	 
	 	(d)	methods
    used to calculate the Royalty;
	 	 	 
	 	(e)	total
    royalties payable on NET SALES in U.S. Dollars, together with the exchange rate used;
	 	 	 
	 	(f)	the
    amount of SUBLICENSE INCOME received by LICENSEE from each SUBLICENSEE and the amount due to GMRF from such SUBLICENSE INCOME,
    including an itemized breakdown of the sources of income comprising the SUBLICENSE INCOME; and
	 	 	 
	 	(g)	names
    and addresses of all SUBLICENSEE of LICENSEE.
	 	 	 
	5.3	With
    each such report submitted, LICENSEE shall pay to GMRF the amounts due and payable under this Agreement. LICENSEE shall provide
    such report even if no payments shall be due.
	 	 	 
	5.4	Financial
    Statements.
	 	 
	 	On
    or before the ninetieth (90th) day following the close of LICENSEE’s fiscal year, LICENSEE shall provide GMRF with LICENSEE’s
    financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement, certified
    by LICENSEE’s treasurer or chief financial officer or by an independent auditor.
	 	 	 
	ARTICLE
    6: PATENT PROSECUTION AND MAINTENANCE
	 	 	 
	6.1	Responsibility
    for PATENT RIGHTS. 
	 	 
	 	GMRF
    shall, in its sole discretion, apply for, seek issuance of, maintain, or abandon the PATENT RIGHTS during the term of this
    Agreement. 
	 	 	 
	ARTICLE
    7: INFRINGEMENT
	 	 	 
	7.1	Notification
    of Infringement
	 	 	 
	 	LICENSEE
    shall promptly notify the other party in writing in detail of the discovery of any allegation by a third party of infringement
    resulting from the practice of LICENSED TECHNOLOGY in the FIELD OF USE, and of the initiation of any legal action by LICENSEE
    or by any third party with regard to any alleged infringement or non-infringement. LICENSEE and GMRF shall in a timely manner
    keep the other party informed and provide copies to the other party of all documents regarding all such proceedings or actions
    instituted by LICENSEE.
	 	 	 
	7.2	GMRF
    Rights to Prosecute Infringement
	 	 
	 	During
    the term of this Agreement, GMRF has the sole and exclusive right to police the LICENSED TECHNOLOGY and LICENSED PRODUCT(S)
    against infringement by other parties. This right to police includes defending any action for declaratory judgment of non-infringement
    or invalidity; and prosecuting, defending, or settling all infringement and declaratory judgment actions at its expense and
    through counsel of its selection. GMRF shall decide whether to participate and whether to retain a counsel of its own choosing
    and at its own expense, in any action under Article 7.2. If GMRF elects to institute any such action or suit, LICENSEE agrees
    to be named as a party therein.


 




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	7.3	No
    Competing Products
	 	 
	 	LICENSEE
    and AFFLIATES shall not manufacture, distribute, or sell competing products during the term of the license that is not derived
    from LICENSED TECHNOLOGY.
	 	 
	ARTICLE
    8: INDEMNIFICATION AND INSURANCE
	 	 
	8.1
    	Indemnification
	 	 
	8.1.1	Indemnity
	 	 
	 	LICENSEE
    shall indemnify, defend, and hold harmless GMRF and Mason and their respective directors, officers, faculty, students, employees,
    and agents and their respective successors, heirs and assigns (the “Indemnitees”), against any liability, damage,
    loss, or expense (including reasonable attorneys’ fees and expenses) incurred by or imposed upon any of the Indemnitees
    in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including, without
    limitation, actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual
    basis) concerning any product, process, or service that is made, used, sold, imported, or performed pursuant to any right
    or license granted under this Agreement. Notwithstanding the foregoing, LICENSEE shall not be obligated to indemnify GMRF
    or Mason concerning any third party challenge as to the validity of the PATENT RIGHTS. 
	 	 
	8.1.2	Procedures.
	 	 
	 	The
    Indemnitees agree to provide LICENSEE with prompt written notice of any claim, suit, action, demand, or judgment for which
    indemnification is sought under this Agreement. LICENSEE and GMRF, at LICENSEE’s own expense, shall mutually agree on
    attorneys to defend against any such claim. The Indemnitees shall cooperate fully with LICENSEE in such defense and will permit
    LICENSEE to conduct and control such defense and the disposition of such claim, suit, or action (including all decisions relative
    to litigation, appeal, and settlement). LICENSEE agrees to keep GMRF informed of the progress in the defense and disposition
    of such claim and to consult with GMRF with regard to any proposed settlement.
	 	 
	8.2
    	Insurance
	 	 
	 	On
    or before the first commercial sale of LICENSED PRODUCTS and/or LICENSED SERVICES, LICENSEE shall obtain and carry in full
    force and effect commercial general liability insurance, including product liability and errors and omissions insurance which
    shall protect LICENSEE and Indemnitees with respect to events covered by Section 8.1.1 above. Such insurance (a) shall be
    issued by an insurer licensed to practice in the Commonwealth of Virginia or an insurer pre-approved by GMRF, such approval
    not to be unreasonably withheld, (b) shall list GMRF as an additional named insured thereunder, (c) shall be endorsed to include
    product liability coverage, and (d) shall require thirty (30) days written notice to be given to GMRF prior to any cancellation
    or material change thereof. The limits of such insurance shall not be less than One Million Dollars ($1,000,000) per occurrence
    with an aggregate of One Million Dollars ($1,000,000) for bodily injury including death and for property damage; and One Million
    Dollars ($1,000,000) per occurrence. LICENSEE shall provide GMRF with Certificates of Insurance evidencing compliance with
    this Section. LICENSEE shall continue to maintain such insurance after the expiration or termination of this Agreement during
    any period in which LICENSEE or SUBLICENSEE continues (i) to make, use, or sell a product that was a LICENSED PRODUCT(S) under
    this Agreement or (ii) to perform a service that was a LICENSED PROCESS under this Agreement, and thereafter for a period
    of five (5) years. Failure to secure and maintain insurance in a timely manner constitutes a material breach of this agreement.


 




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ARTICLE
9: NO REPRESENTATIONS OR WARRANTIES


 


	9.1	GMRF,
    INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE
    LICENSED TECHNOLOGY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
    PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER
    DEFECTS, WHETHER OR NOT DISCOVERABLE. Specifically, and not to limit the foregoing, GMRF makes no warranty or representation
    (a) regarding the validity or scope of the LICENSED TECHNOLOGY, and (b) that the exploitation of the LICENSED TECHNOLOGY or
    any LICENSED PRODUCT(S) or LICENSED PROCESS will not infringe any patents or other intellectual property rights of GMRF or
    of a third party. GMRF assumes no responsibilities whatever with respect to design, development, manufacture, use, sale or
    other disposition by LICENSEE.
	 	 
	 	IN
    NO EVENT SHALL GMRF AND ITS DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND,
    INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER GMRF SHALL BE ADVISED, SHALL HAVE
    OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.
	 	 
	9.2	LICENSEE
    acknowledges it has or can establish the skill, knowledge, and capability to develop, produce, manufacture, market, and sell
    LICENSED PRODUCT(S). LICENSEE assumes the entire risk as to performance of LICENSED TECHNOLOGY. In no event shall GMRF, including
    its directors, officers, employees and agents, be responsible or liable for any direct, indirect, special, incidental, or
    consequential damages or lost profits or other economic loss or damage with respect to the use of LICENSED TECHNOLOGY by LICENSEE,
    or any other individual or entity regardless of legal theory (except for losses or damages incurred by LICENSEE as a result
    of a breach of this Agreement by GMRF). The above limitations on liability apply even though GMRF, its directors, officers,
    employees or agents may have been advised of the possibility of such damage.
	 	 
	9.3	LICENSEE
    represents and warrants that LICENSED PRODUCT(S) produced under the license granted herein shall be manufactured substantially
    in the United States as required by 35 U.S.C. §204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.
	 	 
	9.4	GMRF
    and Mason are not liable to LICENSEE for any damages arising out of or related to this Agreement.


 




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ARTICLE
10: NON-USE OF NAMES


 


	10.1	LICENSEE
    and SUBLICENSEES shall not use the names or trademarks of Mason or GMRF, nor any adaptation thereof, nor the names of any
    of their employees, unless said employee is or was also an employee of LICENSEE, in any advertising, promotional or sales
    literature without prior written consent obtained from Mason, GMRF or said employee, in each case, except that LICENSEE may
    state that it is licensed from GMRF under one or more of the patents and/or applications comprising the LICENSED TECHNOLOGY.
	 	 
	ARTICLE
    11: GENERAL COMPLIANCE WITH LAWS
	 	 
	11.1	Compliance
    with Laws
	 	 
	 	LICENSEE
    shall use reasonable commercial efforts to comply with all commercially material local, state, federal, and international
    laws and regulations relating to the development, manufacture, use, and sale of LICENSED PRODUCT(S) and LICENSED PROCESSES.
    Failure to comply with laws constitutes a material breach of this agreement.
	 	 
	11.2
    	Export
    Control
	 	 
	 	LICENSEE
    and SUBLICENSEES shall comply with all United States laws and regulations controlling the export of certain commodities and
    technical data, including without limitation all Export Administration Regulations of the United States Department of Commerce.
    LICENSEE hereby gives written assurance that it will comply with, and will cause its SUBLICENSEES to comply with, all United
    States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations
    by itself or SUBLICENSEES, and that it will indemnify, defend, and hold GMRF harmless (in accordance with Section 8.1) for
    the consequences of any such violation.
	 	 
	11.3
    	Marking
    of LICENSED PRODUCT(S)
	 	 
	 	To
    the extent commercially feasible and consistent with prevailing business practices, LICENSEE shall mark, and shall cause and
    SUBLICENSEES to mark, all LICENSED PRODUCT(S) that are manufactured or sold under this Agreement with the number of each issued
    patent under the LICENSED TECHNOLOGY that applies to such LICENSED PRODUCT(S).
	 	 
	ARTICLE
    12: TERMINATION
	 	 
	12.1	Voluntary
    Termination by LICENSEE
	 	 
	 	LICENSEE
    shall have the right to terminate this Agreement at any time on ninety (90) days prior notice to GMRF, and upon payment of
    all amounts due GMRF through the notice date of the termination.
	 	 
	12.2	Nonpayment
	 	 
	 	Should
    LICENSEE fail to make any payment whatsoever due and payable to GMRF, GMRF shall have the right to terminate this Agreement
    effective on sixty (60) days written notice, unless LICENSEE shall make all such payments to GMRF within said sixty (60) day
    period. Upon the expiration of the sixty (60) day period, if LICENSEE shall not have made all such payments to GMRF, the rights,
    privileges and license granted shall automatically terminate. Obligations and payments due at the time of termination shall
    survive termination.


 




    	10



    	 



    

 


	12.3	Material
    Breach
	 	 
	 	A
    material breach shall include the following:
	 	 	 
	 		●	Failure
    to meet diligence obligations identified in Article 3.1 and 3.2;
	 		●	Failure
    to maintain insurance as required in Article 8.2
	 		●	Failure
    to comply with export laws referenced in Article 11.2
	 		●	Unauthorized
    use of Mason or GMRF names or trademarks identified in Article 10.1. 
	 	 	 	 
	 	In
    the event LICENSEE commits a material breach of its obligations under this Agreement, except as described in Section 12.2,
    and fails to cure that breach within sixty (60) days after receiving written notice thereof, GMRF may terminate this Agreement
    immediately upon written notice to LICENSEE. Such termination shall become automatically effective unless LICENSEE shall have
    cured any such material breach or default prior to the expiration of the sixty (60) day period and informed GMRF thereof in
    writing.
	 	 
	12.4	Bankruptcy
	 	 
	 	This
    Agreement shall terminate immediately upon filing or institution of bankruptcy, reorganization, liquidation or receivership
    proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by either party. 
	 	 
	12.5	Effect
    of Termination
	 	 
	12.5.1	Survival
	 	 
	 	Upon
    termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation
    that matured prior to the effective date of such termination; and Articles 1, 5, 8, 9, 10, 11, 12, 14, 15 and 16 shall survive
    any such termination. 
	 	 
	12.5.2	Inventory
	 	 
	 	LICENSEE
    and any SUBLICENSEE thereof may, however, for up to six (6) months after the effective date of such termination, sell all
    LICENSED PRODUCT(S), and complete LICENSED PRODUCT(S) in the process of manufacture at the time of such termination and sell
    the same, provided that LICENSEE shall make the payments to GMRF as required by Article 4 of this Agreement and shall submit
    the reports required by Article 5 hereof. 
	 	 	 
	12.5.3	Pre-termination
    Obligations
	 	 
	 	In
    no event shall termination of this Agreement release LICENSEE or SUBLICENSEES from the obligation to pay any amounts that
    became due on or before the effective date of termination.
	 	 
	12.6	SUBLICENSEES
	 	 	 
	 	Upon
    termination of this Agreement for any reason, any SUBLICENSEES not then in default shall have the right to seek a license
    from GMRF. GMRF agrees to negotiate such licenses in good faith under reasonable terms and conditions.


 




    	11



    	 



    

 


ARTICLE
13: NOTICES


 


Any
notice, payments, or reporting required to be given under this Agreement shall be deemed to have been sufficiently given, if mailed
by Certified Mail, postage prepaid, or by special courier, addressed to the party to be notified at its address shown below, or
at such other address as may later be furnished in writing to the notifying party.


 


In
the case of GMRF:


 


Attention:
President


George
Mason Research Foundation Inc.


4400
University Drive, MSN 5G5


Fairfax,
Virginia 22030


 


In
case of LICENSEE:


 


Attention:
Mark Lucky


Visium
Technologies Inc.


PO
Box 383


Oakton,
VA 22124


 


ARTICLE
14: CONFIDENTIALITY


 


	14.1	GMRF
    and LICENSEE shall use Proprietary Information received from the other party only in accordance with this Agreement and shall
    not disclose same to any third party without the prior written consent of the other party. The foregoing obligations shall
    survive the expiration or termination of this Agreement for a period of five (5) years. These obligations shall not apply
    to any information which:


 


(a)       is
known by the receiving party at the time of its receipt, and not through a prior confidential disclosure by the disclosing party,
as documented by business records;


 


(b)       is
at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this Agreement
by the receiving party;


 


(c)       is
subsequently disclosed to the receiving party by a third party who has the right to make such disclosure;


 


(d)       is
independently developed by or for the receiving party without the aid, use or application of proprietary information received
from the disclosing party and such independent development can be properly demonstrated by the receiving party;


 


(e)       is
disclosed to governmental or other regulatory agencies in order to obtain patents or to gain approvals to market any LICENSED
PRODUCT(S), but such disclosure may only be to the extent reasonably necessary to obtain such patents or approvals;


 




    	12



    	 



    

 


(f)       is
necessary to be disclosed to SUBLICENSEES, agents, consultants, and/or other third parties for the research and development, manufacturing
and/or marketing of Substance or LICENSED PRODUCT(S) (or for such parties to determine their interest in performing such activities)
in accordance with this Agreement, or to an assignee or potential assignee of LICENSEE, in each case on the condition that such
third parties agree to be bound by the confidentiality obligations contained in this Agreement, except that the term of confidentiality
for such third parties shall be no less than five (5) years; or


 


(g)       is
required to be disclosed by law or court order, provided that notice is promptly delivered to the other party in order to provide
an opportunity to seek a protective order or other similar order with respect to such Proprietary Information, and thereafter
only the minimum information required to be disclosed in order to comply with the request, whether or not a protective order or
other similar order is obtained by the other party, may be disclosed.


 


ARTICLE
15: DISPUTE RESOLUTION


 


	15.1	Dispute
	 	 
	 	In
    the event of any dispute arising out of or relating to this Agreement, the affected party shall promptly notify the other
    party in writing, and the parties shall attempt in good faith to resolve the matter. Any disputes not so resolved shall be
    referred to the President of GMRF and an authorized representative of LICENSEE (“Senior Representatives”), who
    shall meet or appoint representatives to meet at a mutually acceptable time and location within thirty (30) days of the date
    of receipt of the written notice described in the preceding sentence (such date, the “Notice Date”) and shall
    attempt to negotiate a settlement. If the Senior Representatives or their appointees fail to meet within thirty (30) days
    of the Notice Date, or if the matter remains unresolved for a period of sixty (60) days after the Notice Date, the Parties
    hereby irrevocably submit to the jurisdiction of a court of competent jurisdiction in the Commonwealth of Virginia, and, by
    execution and delivery of this Agreement, each (a) accepts, generally and unconditionally, the jurisdiction of such court
    and any related appellate court, (b) irrevocably waives any objection it may now or hereafter have as to the venue of any
    such suit, action or proceeding brought in such court or that such court is an inconvenient forum.
	 	 
	ARTICLE
    16: MISCELLANEOUS PROVISIONS
	 	 
	16.1	Governing
    Law
	 	 
	 	This
    Agreement and all disputes arising out of or related to this Agreement, or the performance, enforcement, breach or termination
    hereof, and any remedies relating thereto, shall be construed, governed, interpreted and applied in accordance with the laws
    of the Commonwealth of Virginia, U.S.A., without regard to conflict of laws principles, except that questions affecting the
    construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted.
	 	 
	16.2	Notice
	 	 
	 	The
    parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties hereto as
    to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written
    instrument subscribed to by the parties hereto.


 




    	13



    	 



    

 


	16.3	Assignment
	 	 
	 	This
    Agreement is personal to LICENSEE. None of the rights or obligations hereunder may be assigned or transferred, whether by
    merger, consolidation, acquisition or other change of control, without the prior written consent of GMRF. Any purported assignment
    or transfer in violation of the foregoing shall be null and void and of no force and effect.
	 	 
	16.4	Jurisdiction
    and Forum
	 	 
	 	The
    parties hereby consent to the jurisdiction of the courts of the Commonwealth of Virginia over any dispute concerning this
    Agreement or the relationship between the Parties. Should LICENSEE bring any claim, demand or other action against GMRF, its
    Directors, officers, employees or agents, arising out of this Agreement or the relationship between the Parties, LICENSEE
    agrees to bring said action only in a Commonwealth of Virginia Court or Federal District Court in Virginia located within
    the bounds of the Eastern District of Virginia. 
	 	 
	16.5	Waiver
	 	 
	 	No
    waiver by either party of any breach of this Agreement, no matter how long continuing or how often repeated, is a waiver of
    any subsequent breach thereof, nor is any delay or omission on the part of either Party to exercise any right, power, or privilege
    hereunder a waiver of such right, power or privilege.
	 	 
	16.6	Article
    Headings
	 	 
	 	The
    Article headings herein are for purposes of convenient reference only and do not define or modify the terms written in the
    text of this Agreement.
	 	 
	16.7
    	Force
    Majeure
	 	 
	 	Neither
    party will be responsible for delays resulting from causes beyond the reasonable control of such party, including without
    limitation fire, explosion, flood, war, strike, or riot, provided that the nonperforming party uses commercially reasonable
    efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch
    whenever such causes are removed.
	 	 
	16.8	Severability
	 	 
	 	In
    the event that any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability
    shall not affect any other provision of this Agreement, and the parties shall negotiate in good faith to modify the Agreement
    to preserve (to the extent possible) their original intent. If the parties fail to reach a modified agreement within thirty
    (30) days after the relevant provision is held invalid or unenforceable, then the dispute shall be resolved in accordance
    with the procedures set forth in Article 15. While the dispute is pending resolution, this Agreement shall be construed as
    if such provision were deleted by agreement of the parties.
	 	 	 
	16.9	Entire
    Agreement and Amendments
	 	 
	 	This
    Agreement contains the entire understanding of the Parties with respect to the matter contained herein. The Parties may, from
    time to time during the continuance of this Agreement, modify, vary or alter any of the provisions of this Agreement, but
    only by an instrument duly executed by authorized officials of both Parties hereto.


 


[Signature
page follows]


 




    	14



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.


 


	Visium
    Technologies Inc. 	 	 	 
	Agreed:	 	 	 
	 	 	 	 	 
	 	/s/
    Mark Lucky	 	Date:	07/24/2018
	Name:	Mark
    Lucky	 	 	 
	Title:	Chief
    Executive Officer	 	 	 
	 	 	 	 	 
	GEORGE
    MASON RESEARCH FOUNDATION Inc.	 	 	 
	Agreed:	 	 	 
	 	 	 	 	 
	 	/s/
    Deborah Crawford	 	Date:	07/26/2018
	Name: 	Deborah
    Crawford	 	 	 
	Title:	President,
    George Mason Research Foundation Inc.	 	 	 


 




    	15



    	 



    

 


APPENDIX
A – PATENTS RIGHTS


 


	●	“Cauldron”
    covered by following patents- 
	 	 	 
	 	 	o	US
    7,555,778 B2, “Minimum Cost Network Hardware” (Application number 11/250,449, Issue Date 06/30/2009)
	 	 	 
	 		o	US
    7,627,900 B1, “Attack Graph Aggregation” (Application number 11/371,930, Issue Date 11/11/2009)
	 	 	 
	 		o	US
    7,904,962 B1, “Network Attack Analysis, Modeling, and Response” (Application number 11/371,937, Issue Date 3/8/2011)
	 	 	 
	 		o	US
    7,735,141 B1, “Intrusion Event Correlator” (Application number 11/371,938, Issue Date 6/8/2010)
	 	 	 
	 		o	US
    8,181,252 B2, “Intrusion Event Correlation System” (Application number 12/758,135, Issue Date 5/15/2012)
	 	 	 
	 		o	US
    8,719,943 B2, “Intrusion Event Correlation System” (Application number 13/466,706, Issue Date 5/6/2014)


 




    	A-1



    	 



    




 


APPENDIX
B - ROYALTY REPORT FORM 


 


The
Exclusive License Agreement between GMRF, Inc. and LICENSEE, (Effective 07/20/2018) requires periodic reports concerning LICENSEE’s
progress, sales and SALES.


 


Please
use this reporting form.


Additionally,
please provide the following in a calculable format such as Microsoft Excel:


 


	 	(a)	reports
    of NET SALES that detail all deductions from the gross SALES paid to LICENSEE and SUBLICENSEE, 


 


Forms
may be sent via email to hmehta4@gmu.edu or mailed to: George Mason Research Foundation, Inc., 4400 University Dr., MSN 5G5, Fairfax,
VA 22030.


 


If
a royalty payment is due, please make checks payable to GMRF, Inc. and mail to: 4400 University Dr., MSN 5G5, Fairfax, VA 22030.
Payment is due within 60 days of the end of the reporting period; interest will be charged on late payments.


 


Please
direct questions you have regarding this form to Hina Mehta: (703) 993-3879






 




    	B-1



    	 



    

 


APPENDIX
B - ROYALTY REPORT FORM (Continued)


[  ]
Semi-Annual License Report


Address


 


	Semi
    Annual Report Due Date	Please
    indicate year and reporting quarter)
	 	 
	1st
    (Jan 1-Jun 30) – January 20	Year:
    _______ Period: ___
	 	 
	2nd
    (July 1-Dec 31) – July 20	1st
                                         (Jan-Jun) ___

        2nd
        (Jul-Dec) ____

	 	 
	Annual
    Report Due – December 31	 


 


	 	I.	Administrative
    License Fee Payment 	        $____________	 
	 	 	($20,
    000 USD payable within 30 days of the July 20, 2018)	 
	 	 	 	 	 	 
	 	II.	Running
    Royalty on Net SALES	$________________	 



 


	 	 	 	 	                                                               
	 	 	(1)	Units
    of product sold	________________
    	 
	 	 	(2)	Sales
    price per unit	$_______________	 
	 	 	(3)	Gross
    SALES of product (1 x 2)	$_______________	 
	 	 	(4)	Less
    allowable deductions	$(______________)	 
	 	 	(5)	Net
    SALES of product sold (3 – 4)	$_______________   	 
	 	 	(6)	Running
    royalty rate	%	 
	 	 	(7)	Royalty
    payment due this period (5 x 6)	$_______________ 
    	 
	 	 	 
	 	  (Enclose
                                         remittance made payable to GMRF)

                                                                                 
	 


 


	 	III.	 	License
    Maintenance Fee Payments ($XXXXX USD payable within 30 days of each anniversary starting the EFFECTIVE DATE of this Agreement)
	 	 	 	 	 
	 	 	 	Date
    ____and Year_______	$_____________
	 	 	 	 	 
	 	IV.	 	Sublicense
    Income 	 
	 	 	 	 	 
	 	 	A.	Sublicense
    Income this quarter	                  $_____________
	 	 	 	 	 
	 	 	B.	Calculated
    25% Royalty	                  $_____________
	 	 	 	 	 
	 	V.	 	Totals	 
	 	 	 	 	 
	 	 	C.	Subtotal	                  $_____________
	 



 




    	B-2



    	 



    

 


	APPENDIX
    B - ROYALTY REPORT FORM (Continued)
	 
	 	 	D.	Past
    Due Amount	                  $_____________
	 	 	 	 	 
	 	 	E.	Interest
    on past due fees (prime rate (WSJ) + 2%)	$_____________
	 	 	 	 	 
	 	 	F.	Total	                  $_____________


 


	 	VI.	Please
    attach progress towards milestones due under Article 3 and/or sales and SALES reports under Article 5


 


	 	 	 	                  Date
    Submitted
	 	a.	Details
    of progress in meeting milestones under Article 3.1	                  _____________
	 	 	 	 
	 	b.	Written
    report on progress of efforts to develop and commercialize

licensed products(s) or processes due within twenty four (24)

months
    after effective date	 
	 	 	 	                  _____________
	 	 	 	 
	 	c.	Please
    provide product sales and SALES reports in a calculable

format such as Microsoft Excel	_____________


 


	 	 	 
	Signature
    of authorized	 	Date
	Representative
    of Visium Technologies Inc. 	 	 
	 	 	 
	 	 	 
	Printed
    or Typed Name 	 	 
	 	 	 
	 	 	 
	Title	 	 


 




    	B-3